Filed by Bowne Pure Compliance





Exhibit 10.1




UGI CORPORATION




AMENDED AND RESTATED 2004 OMNIBUS EQUITY COMPENSATION PLAN




SUB-PLAN FOR FRENCH EMPLOYEES and CORPORATE OFFICERS




(Effective May 20, 2008)




 


 









 







UGI Corporation

Amended and Restated 2004 Omnibus Equity Compensation Plan

Sub-Plan for French Employees and Corporate Officers




Table of Contents




	 	 	 	 	 	 	 
	Sub-Plan for French Employees and Corporate Officers	 	 	1	 
	 	 	 
	 	 	 	 
	1. 	 	Definitions
	 	 	1	 
	 	 	 
	 	 	 	 
	2. 	 	Term of Sub-Plan
	 	 	2	 
	 	 	 
	 	 	 	 
	3. 	 	Eligible Persons
	 	 	2	 
	 	 	 
	 	 	 	 
	4. 	 	Options
	 	 	3	 
	 	 	 
	 	 	 	 
	5. 	 	Stock Units
	 	 	5	 
	 	 	 
	 	 	 	 
	6. 	 	Performance Units
	 	 	7	 
	 	 	 
	 	 	 	 
	7. 	 	Plan Limits for Stock Units and Performance Units
	 	 	9	 
	 	 	 
	 	 	 	 
	8. 	 	Adjustments
	 	 	9	 
	 	 	 
	 	 	 	 
	9. 	 	Amendment
	 	 	9	 
	 	 	 
	 	 	 	 
	10. 	 	Change of Control
	 	 	9	 
	 	 	 
	 	 	 	 
	11. 	 	Applicable Regulations
	 	 	10	 
	 	 	 
	 	 	 	 
	12. 	 	Severability
	 	 	10	 
	 	 	 
	 	 	 	 






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UGI Corporation

Amended and Restated 2004 Omnibus Equity Compensation Plan




Sub-Plan for French Employees and Corporate Officers




Pursuant to the tax circulars dated May 6, 1988, No. 4 N-3-88, dated August 30, 1997, No. 4 N 2431,
dated May 24, 2005, No. 4 F 14-05 and dated November 10, 2006, No. 5 F-17-06, this subplan (the
“Sub-Plan”) sets forth the terms and conditions applicable to (i) Options granted under Section 7
of the UGI Corporation Amended and Restated 2004 Omnibus Equity Compensation Plan (the “Plan”),
(ii) Stock Units granted under Section 8 of the Plan and (iii) Performance Units granted under
Section 9 of the Plan to Employees or Corporate Officers who are, or may become, subject to
taxation on compensation in France.



According to section 21 (h) of the Plan the Committee may create such procedures, addenda and
subplans and make such modifications as may be necessary or advisable. The defined terms shall
have the meanings given those terms in the Plan unless otherwise defined in this Sub-Plan.



This Sub-Plan should be read in conjunction with the Plan and is subject to the terms and
conditions of the Plan except to the extent that the terms and conditions of the Plan differ from
or conflict with the terms set out in this Sub-Plan, in which event, the terms set out in this
Sub-Plan shall prevail.



1. Definitions





Whenever used in this Sub-Plan, the following terms will have the meanings set forth below:



(a) “Disabled” or “Disability” means a long-term disability as defined in the Company’s
long-term disability plan applicable to the Employee.




(b) “Employee” means a current salaried employee, as defined by French labor law.



(c) "Corporate Officer” shall only mean a corporate officer (“mandataire social”) as listed in
Articles L.225-185 and L. 225-197-1, II of the French Commercial Code1.


 





	 	 	 
	1	 	Corporate officers listed in article
L.225-197-1, II of the French Commercial Code are the president of the board
(president du conseil d’administration), the executive director (directeur
general), the deputy executive directors (directeurs generaux délégués), the
members of the board of directors (membres du directoire) and the chairman of a
joint stock company (gérant d’une société par actions).




 


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(d) “Participant” means an Employee or a Corporate Officer designated by the Committee to
participate in the Plan.



(e) “Retirement” means termination of employment after attaining age 55 with ten or more years
of service with the Company.



(f) “Subsidiary” means any corporation, at least 20% of outstanding voting stock or voting
power of which is owned, directly or indirectly, by UGI Corporation.



(g) “Termination without Cause” means termination of employment for the convenience of the
Company for any reason other than (i) misappropriation of funds, (ii) habitual insobriety or
substance abuse, (iii) conviction of a crime involving moral turpitude, (iv) gross negligence in
the performance of duties, which gross negligence has had a material adverse effect on the
business, operations, assets, properties or financial condition of the Company, or (v) gross
misconduct (“faute grave”) or willful misconduct (“faute lourde”), as defined under French
employment law and French case law. The Board may determine in its sole discretion whether, and
under what circumstances, an Employee’s voluntary termination upon a significant reduction in the
Employee’s duties and responsibilities will constitute a Termination without Cause for purposes of
the Plan.



2. Term of Sub-Plan




The Plan has been approved by the shareholders of the Company at an annual shareholders
meeting with authorization to the Board to grant Options, Stock Units and Performance Units
thereunder. The authorization may be used by the Board under the Sub-Plan until the termination of
the Plan.



3. Eligible Persons




(a) Options may be granted under the Sub-Plan only to Employees and Corporate Officers;
provided, however that, an Employee or a Corporate Officer who owns more than ten percent (10%) of
the Company’s Stock on the Date of Grant shall not be eligible to receive Option grants under this
Sub-Plan. The Board shall authorize and administer all Option grants under the Sub-Plan.



(b) Stock Units and Performance Units may be granted under the Sub-Plan only to Employees and
Corporate Officers; provided, however, that an Employee or a Corporate Officer shall not be
eligible to receive Stock Units or Performance Units under this Sub-Plan if (i) the Employee or the
Corporate Officer owns more than ten percent (10%) of the Company’s Stock on the Date of Grant or
(ii) the granting of Stock Units or Performance Units would result in the holding by such Employee
or Corporate Officer of more than ten percent (10%) of the Company’s Stock on the Date of Grant.
The Board shall authorize and administer all Stock Units and Performance Units under the Sub-Plan.


 


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4. Options




(a) Types of Options. Options granted under the Sub-Plan shall be options to purchase newly
issued Stock (i.e., subscription options for French law purposes) and not options to purchase
previously acquired Stock (i.e., purchase options for French law purposes).



(b) Grant of Options. The Board will select the Employees and the Corporate Officers who
shall receive Options, and will determine the number of shares subject to each Option, the Option
Price and the other terms of the Options, subject to the provisions of this Sub-Plan. The terms of
each Option shall be set forth in the Grant Letter. No Dividend Equivalent will be granted with
respect to Options.




(c) Exercise and Vesting.



(i) Each Option under the Sub-Plan shall become exercisable on the fourth anniversary of the
Date of Grant. No Option will be exercisable more than nine years and six months following the
Date of Grant.



(ii) In the event that a Participant holding an Option ceases to be employed by, or provide
service to, the Company, the Options held by such Participant will terminate on the date such
Participant ceases such employment or ceases to provide service. However, if a Participant holding
an Option ceases to be employed by, or provide service to, the Company by reason of (i) Termination
without Cause, (ii) Retirement, (iii) Disability, or (iv) death, the Option held by the Participant
will thereafter be exercisable pursuant to the following:



(A) Termination Without Cause. If a Participant terminates employment on account of a
Termination without Cause, the Option held by such Participant will thereafter be exercisable only
with respect to that number of shares of Stock with respect to which the Option is already
exercisable on the date such Participant’s employment terminates. Such Option will terminate upon
the earlier of the expiration date of the Option or the expiration of the 13-month period
commencing on the date the Participant ceases to be employed by the Company.



(B) Retirement. If a Participant ceases to be employed by, or provide service to, the Company
on account of Retirement, the Option held by such Participant will thereafter become exercisable as
if such Participant had remained employed by, or had continued providing service to, the Company
for 48 months after the date of such Retirement. Such Option will terminate upon the earlier of
the expiration date of the Option or the expiration of such 48-month period.



(C) Disability. If a Participant is determined by the Board to be Disabled, the Option held
by such Participant will thereafter become exercisable as if such Participant had remained employed
by, or had continued providing service to, the Company for 48 months after the date of such
Disability. The Option will terminate upon the earlier of the expiration date of the Option or the
expiration of the 48-month period after such termination of employment.


 


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(D) Death. In the event of the death of a Participant while employed by, or while providing
service to, the Company or while the Option is outstanding pursuant to subsections (A), (B) or (C)
above, the Option held by such Participant will be fully and immediately exercisable and may be
exercised at any time prior to the expiration of the six-month period following the Participant’s
death. After a Participant’s death, the Participant’s Option may be exercised by the personal
representative of the Participant’s estate or the personal representative under applicable law if
the Participant dies intestate.



(d) Exercise Price. The Option Price for each grant of an Option under this Sub-Plan shall be
at least equal to the higher of (i) the Fair Market Value of a share of Stock on the Option grant
date or (ii) 95% of the average Fair Market Value of a share of Stock for the 20 trading days
immediately prior to the Date of Grant.



(e) Payment. The Option Price upon exercise of any Option under this Sub-Plan shall be
payable to the Company in full in one or both of the following forms: (a) in cash or (b) by
payment through a broker in accordance with procedures permitted by Regulation T of the Federal
Reserve Board, subject to applicable securities law restrictions and such procedures and
limitations as the Company may specify from time to time.



(f) Grant Dates. Options cannot be granted under this Sub-Plan (i) during the 10 trading days
preceding and following the date on which the consolidated accounts or annual accounts of the
Company are published and (ii) during a period (x) starting from the date on which the officers and
directors of the Company became aware of any information which, if published, could significantly
affect the Company’s market price and (y) ending at the close of the tenth trading day following
the publication of the information. No Option shall be granted in the 20 trading days immediately
following a distribution of dividends or a capital increase on the principal stock exchange on
which the shares of Stock are listed.



(g) Plan Limits. The number of shares of Stock subject to Options granted under the Plan
together with shares of Stock subject to outstanding Options under any other option plan of the
Company may not exceed one-third of the Company’s shares capital.


 


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5. Stock Units




(a) General Requirements. Each Stock Unit shall represent the right of the Participant to
receive a share of Stock after the expiration of the Restriction Period if the conditions specified
by the Board in the Grant Letter are met.



(b) Terms of Stock Units. The Board shall establish the conditions for acquisition of
ownership of the shares of Stock issuable with respect to Stock Units. The Board shall determine
in the Grant Letter two periods during which the shares of Stock issued with respect to Stock Units
will be subject to restrictions as follows:



(i) Restriction Period. The duration of the period in which the conditions for the
acquisition of shares of Stock must be satisfied shall not be less than 2 years (and will
correspond under French Law to the “période d’acquisition” as referred to under Section L 225-197-1
of the French Commercial Code). The Participant shall acquire full ownership of the shares of
Stock issuable with respect to Stock Units only after the expiration of this Restriction Period
except upon the Participant’s death while employed by the Company, in which case, the
representative of the Participant’s estate may ask within 6 months of the death to receive the
shares of Stock issuable with respect to the Stock Units granted to the Participant.



(ii) Standstill Period. The duration of this period shall not be less than 2 years (and will
correspond under French law to the “période d’obligation de conservation” as referred to under
Section L 225-197-1 of the French Commercial Code). It shall start after the expiration of the
Restriction Period on the date of the issuance of the shares to the Participant. During this
period, a Participant may not sell, assign, transfer, pledge or otherwise dispose of the shares of
Stock issued with respect to Stock Units.



However, the standstill period shall not be applicable and the shares delivered become immediately
disposable in the events provided for under French law as an exception to this standstill period:




	•	 	death of the Participant,

	 
	•	 	disability of the Participant corresponding to the classification of the
second or third categories of Article L 341-4 of the French social security code.






(c) Requirements of Employment or Service. If the Participant ceases to be employed by, or
provide service to, the Company during the Restriction Period specified in the Grant Letter, all of
the Participant’s unvested Stock Units will terminate. However, if a Participant holding unvested
Stock Units ceases to be employed by, or provide service to, the Company by reason of Retirement,
Disability, or death, the restrictions on unvested Stock Units held by the Participant will lapse
pursuant to the following:


 


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(i) If a Participant terminates employment or service on account of Retirement or Disability,
the restrictions on a pro-rata portion of the Participant’s outstanding Stock Units will lapse at
the end of the Restriction Period set forth in the
Grant Letter, if all requirements of the Grant Letter (other than continued employment) are
met. The prorated portion will be determined as the number of shares of Stock that would otherwise
be issuable with respect to the Stock Units, multiplied by a fraction, the numerator of which is
the number of years during the Restriction Period in which the Participant has been employed by, or
provided service to, the Company and the denominator of which is the number of years in the entire
Restriction Period applicable to such Stock Units. For purposes of the proration calculation, the
year in which the Participant’s Retirement or Disability occurs will be counted as a full year.



(ii) In the event of Retirement or Disability, the prorated portion of the shares of Stock
subject to the Stock Units shall be issued after the end of the Restriction Period.



(iii) In the event of the death of a Participant while employed by the Company, the personal
representative of the Participant’s estate can demand within 6 months of the Participant’s death
that the shares of Stock issuable with respect to Stock Units to which a Restriction Period is
still applicable become immediately fully owned by the Participant’s estate.



(d) Dividend Equivalents. No dividend equivalents shall be granted with respect to Stock
Units.



(e) Payment with respect to Stock Units. No payment in cash shall be made with respect to
Stock Units or in lieu of shares of Stock. Upon expiration of the Restriction Period and
satisfaction of the conditions applicable for the acquisition of the shares issuable with respect
to Stock Units, ownership over the shares of Stock issuable with respect to Stock Units shall be
definitely acquired by (and transferred to) the Participant.



(f) Transfer of shares. After the Restriction and Standstill periods have expired, the
Participant shall have the right to transfer the shares of Stock without any limitations, subject
to the Company’s insider trading policies. However, the shares of Stock cannot be transferred (i)
during the 10 trading days preceding and following the date on which the consolidated accounts or
annual accounts of the Company are published and (ii) during a period (x) starting from the date on
which the officers and directors of the Company became aware of any information which, if
published, could significantly affect the Company’s market prices and (y) ending at the close of
the tenth trading day following the publication of the information.



(g) Right to vote and to receive dividends. Upon the issuance of any shares of Stock
following expiration of the Restriction Period, the Participant may exercise the voting right
attached to the shares of Stock issued pursuant to Stock Units and will be entitled to receive any
dividends or other distribution payable on such shares.


 


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6. Performance Units




(a) General Requirements. Each Performance Unit shall represent the right of the Participant
to receive a share of Stock, after the expiration of the Measurement Period, if specified
performance goals and other conditions specified by the Board in the Grant Letter are met.



(b) Terms of Performance Units. The Board shall establish the performance goals and other
conditions for acquisition of ownership of the shares of Stock issuable with respect to the
Performance Units. The Board shall determine in the Grant Letter two periods during which the
shares of Stock issuable with respect to Performance Units will be subject to restrictions as
follows:



(i) Measurement Period. The duration of the period in which the specified performance goals
and other conditions must be satisfied shall not be less than 2 years from the Date of Grant of the
Performance Units (and will correspond under French law to the “période d’acquisition” as referred
to under section L 225-197-1 of the French Commercial Code). The Participant shall acquire the
full ownership of the shares of Stock issuable with respect to Performance Units only after the
expiration of this Measurement Period and subject to the performance goals and other conditions
(such as requirements of employment) being met, except upon the Participant’s death while employed
by the Company in which case, the personal representative of the Participant’s estate may ask
within 6 months of the Participant’s death to receive the shares of Stock issuable with respect to
the Performance Units granted to the Participant.



(ii) Standstill Period. The duration of this period shall not be less than 2 years (and will
correspond under French law to the “période d’obligation de conservation” as referred to under
section L 225-197-1 of the French Commercial Code). It shall start after the expiration of the
Measurement Period on the date of the issuance of the shares to the Participant. During this
period, a Participant may not sell, assign, transfer, pledge or otherwise dispose of the shares of
Stock issued with respect to the Performance Units.



However, the standstill period shall not be applicable and the shares delivered become immediately
disposable in the events provided for under French law as an exception to this standstill period:




	•	 	death of the Participant,

	 
	•	 	disability of the Participant corresponding to the classification of the
second or third categories of Article L 341-4 of the French social security code.






(c) Requirements of Employment or Service. If the Participant ceases to be employed by, or
provide service to, the Company during the Measurement Period specified in the Grant Letter, all of
the Participant’s Performance Units will terminate. However, if a Participant holding Performance
Units ceases to be employed by, or provide service to, the Company by reason of Retirement,
Disability, or death, the restrictions on Performance Units held by the Participant will lapse
pursuant to the following:


 


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(i) If a Participant terminates employment or service on account of Retirement or Disability,
the restrictions on a pro-rata portion of the Participant’s outstanding Performance Units will
lapse at the end of the Measurement Period set forth in the Grant Letter, if the performance goals
and all requirements of the Grant Letter (other than continued employment) are met. The prorated
portion will be determined, for each award of Performance Units, as the number of shares of Stock
that would otherwise be issued according to the terms of the award of Performance Units, based on
achievement of the performance goals, multiplied by a fraction, the numerator of which is the
number of years during the Measurement Period in which the Participant has been employed by, or
provided service to, the Company and the denominator of which is the number of years in the entire
Measurement Period applicable to such Performance Units. For purposes of the proration
calculation, the year in which the Participant’s Retirement or Disability occurs will be counted as
a full year.



(ii) In the event of Retirement or Disability, the prorated portion of the Performance Units
shall be issued after the end of the Measurement Period.



(iii) In the event of the death of a Participant while employed by the Company, the personal
representative of the Participant’s estate can demand within 6 months of the Participant’s death
that the shares of Stock issuable with respect to Performance Units to which a Measurement Period
is still applicable become immediately fully owned by the Participant’s estate.



(d) Payment of Performance Units. If the Committee determines that the conditions to payment
of the Performance Units have been met, the Company shall issue to the Participant, within 21/2
months after the end of the Measurement Period, the number of shares of Stock approved, according
to achievement of the performance goals, up to the target award specified in the Participant’s
Grant Letter.



(e) No Dividend Equivalents. No Dividend Equivalents shall be granted with respect to
Performance Units.



(f) Payment with Respect to Performance Units. No payment in cash shall be made with
respect to Performance Units in lieu of shares of Stock. Upon expiration of the Measurement Period
and satisfaction of the specified performance goals and other conditions applicable to the
Performance Units, ownership over the shares of Stock issuable with respect to such Performance
Units shall be definitively acquired by (and transferred to) the Participant.



(g) Transfer of Shares. After the Measurement and Standstill periods have expired, the
Participant shall have the right to transfer the shares of Stock without any limitations, subject
to the Company’s insider trading policies. However, shares of Stock cannot be transferred (i)
during the 10 trading days preceding and following the date on which the consolidated accounts or
annual accounts of the Company are published and (ii) during a period (x) starting from the date on
which the officers and directors of the Company became aware of any information which, if
published, could significantly
affect the Company’s market price and (y) ending at the close of the tenth trading day
following the publication of the information.


 


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(h) Right to Vote and to Receive Dividends. Upon the issuance of any shares of Stock
following expiration of the Measurement Period, the Participant may exercise the voting right
attached to the shares granted under Performance Units and will be entitled to receive any
dividends or other distributions payable on such shares.



7. Plan Limits for Stock Units and Performance Units




The number of shares of Stock subject to Stock Units and Performance Units granted under the
Plan shall not exceed 10% of the Company’s share capital.



8. Adjustments




No adjustment as provided for in the Plan and particularly in Section 5(d) and 21(b) of the
Plan may be made to any Options, Stock Units or Performance Units granted under this Sub-Plan,
except in cases which would be authorized or rendered compulsory under French law, as provided:



(a) For stock-options in articles L 225-181, L. 228-99, R 225-137 to R 225-142 and R 228-91 of
the French Commercial Code,



(b) For Stock-Units and Performance Units in articles L 225-197-1 to L 225-197-5 of the French
Commercial Code.



9. Amendment




The Board may not amend the Plan in a way which affects this Sub-Plan, or Options, Stock Units
and Performance Units granted under this Sub-Plan, if such change is inconsistent with French law
(including, but not limited to, regulations or other communications provided by the AMF (Authorité
des Marchés Financiers)).



The Board may not amend this Sub-Plan without the approval of the stockholders in general
meeting if an amendment to the corresponding Article in the Plan would require such approval.



10. Change of Control




The provisions of the Plan applicable to a Change of Control shall only apply to the Options, Stock
Units and Performance Units granted under this Sub-Plan to the extent such provisions are not in
conflict with French law and, in the event of a Change of Control, the Board may take such actions
as it deems appropriate pursuant to the Plan and the Sub-Plan to the extent such actions are not in
conflict with the provisions of the French Commercial Code applicable to stock options and grants
of free shares.


 


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11. Applicable Regulations




Although this Sub-Plan is aimed at addressing and complying with the requirements of tax
circulars dated May 6, 1988, No. 4 N-3-88, August 30, 1997, No. 4 N 2431, May 24, 2005, No. 5 F
14-05 and November 10, 2006, No. 5 F-17-06, each Participant is advised to consult with his/her
counsel about his/her tax status and tax treatment of the Options, Stock Units and Performance
Units granted under this Sub-Plan. Neither UGI Corporation nor any Subsidiary may be held liable
for the personal tax treatment of any Participant under this Sub-Plan.



12. Severability




The terms and conditions provided in this Sub-Plan are severable and if any one or more provisions
are determined to be illegal or otherwise unenforceable under French law, in whole or in part, the
remaining provisions shall nevertheless be binding and enforceable.



*       *       *       *       *       *       *       *




Sub-Plan approved by the Board of Directors of UGI Corporation on May 20, 2008 under the Amended
and Restated UGI Corporation 2004 Omnibus Equity Compensation Plan approved by the shareholders of
UGI Corporation on February 27, 2007.




 


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